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Accel Entertainment (ACEL)

Filed: 16 Jan 20, 4:04pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Peterson Karl Mr.

(Last)(First)(Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTHTX76102

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Accel Entertainment, Inc. [ ACEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A-1 Common Stock01/14/2020C(1)207,200A(1)2,775,646ISee Explanation of Responses(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A-2 Common Stock(1)01/14/2020C(1)207,200(1)(1)Class A-1 Common Stock207,200(1)414,400ISee Explanation of Responses(2)
Explanation of Responses:
1. On January 14, 2020, pursuant to the Amended and Restated Certificate of Incorporation of Accel Entertainment, Inc. (the "Issuer") and the Restricted Stock Agreement, dated as of November 20, 2019, the first tranche of shares of Class A-2 Common Stock ("Class A-2 Common Stock") of the Issuer held by Mr. Karl Peterson converted into an equal number of shares of Class A-1 Common Stock ("Class A-1 Common Stock") of the Issuer. The shares of Class A-2 Common Stock are convertible into shares of Class A-1 Common Stock on a one-for-one basis, subject to adjustment, in three separate tranches upon the satisfaction of certain triggers based on the Issuer's financial performance, or upon certain other events, subject to certain exceptions as set forth in the Restricted Stock Agreement.
2. Held through personal vehicles.
Remarks:
(3) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated March 14, 2017, which was previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta on behalf of Karl Peterson(3)01/16/2020
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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